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General delivery and payment conditions:
Handelsonderneming De Vos
LG 3068 ROTTERDAM
Enrollment Number K.v.K. Rotterdam: 2417 2999
ARTICLE 1: APPLICABILITY
1. These conditions apply to all offers and all agreements of purchase and sale of commercial office in Rotterdam De Vos, hereinafter referred to as "the user".
2. The principal or purchaser shall hereinafter be referred to as "the party".
3. Other terms and conditions are only part of the contract between the parties if and insofar as both parties expressly so agreed in writing.
4. Without comment by the other party accept and retain a quotation or order confirmation, that these conditions are to be deemed as acceptance of the application.
5. It may not apply to a (part of) a provision of these terms affect the applicability of the remaining provisions.
ARTICLE 2: AGREEMENTS
1. Agreements are first written confirmation by the user binding.
2. Additions or changes to the terms and conditions or otherwise changes or additions to the contract only after written confirmation by the user binding.
ARTICLE 3: OFFERS
1. All offers, quotations, price lists, delivery etc. of the user binding, unless a deadline for acceptance. If a tender offer or a binding offer containing the other party and this is accepted, the user has the right to offer within 2 business days after receipt of the acceptance.
2. Shown and provided samples, brochures and / or models etc. are merely indications. No rights can be derived, unless the parties expressly agreed otherwise in writing.
3. A. If between the date of concluding the agreement and the implementation of the
agreement by the government and / or unions are brought changes in wages, working conditions, social insurance and so on, the user is entitled to increases to the other party to pass. If the aforementioned data between a new price list by the user and / or suppliers are issued and in force, then the user is entitled to the specified price to charge the other party.
B. If the other party is a natural person not acting in the exercise of a profession or business, is that price 3 months after the conclusion of the agreement defined above may be charged or charge may be charged. With price increases as mentioned above in this article, within a shorter period than 3 months, the other party is entitled to terminate the contract.
ARTICLE 4: ENGAGEMENT PARTIES
The user is authorized, for implementing what was agreed, to engage third parties.
ARTICLE 5: DELIVERY AND DELIVERY DEADLINES
1. Delivery shall not be delivered unless the parties expressly agreed otherwise in writing.
2. Specified deadlines business must be delivered or work must be done, can never be regarded as deadlines, unless expressly stipulated otherwise. In late delivery, the user a written notice of default to be made.
3. For delivery in installments, each delivery phase or as a separate transaction.
4. The risk for the goods delivered shall pass to the other party at the time of delivery.
5. If it proves impossible things to the other party may offer the work needed to carry out, because one reason lies in the sphere of the other party, the user retains the right business expense and risk of the other party to store. The user shall notify the other party in writing of the services storage and / or the obstacle in the implementation of the work to be done and shall also propose a reasonable deadline by which the other party to enable the user to resume work and / or business supply.
6. If the other party even after the reasonable period set by the user, as defined in the preceding paragraph of this article, fails to meet its obligations, the other party by the expiration of 1 (one) month from the date of storage or obstacle in the implementation of the work to be done in default and the user has the right to contract in writing with immediate effect and without prior or further notice, without judicial intervention and without compensation for damages, costs and interest held to be wholly or partially dissolve.
7. The foregoing shows the commitment of the other party or the contract price or agreed price payable, and any storage charges and / or other costs to comply States.
8. The user is authorized to - whether the fulfillment of financial obligations of the other party - in advance or security of the other party to require, before supplying to go.
ARTICLE 6: PROGRESS SUPPLY
1. When the supplies or works by causes beyond the control of the user normally or may be transmitted without interruption, the user is entitled to the resulting costs, including call-out to the other party to charge.
2. All expenses made by the user are made at the request of the other party shall be entirely borne by the latter, unless expressly stipulated otherwise.
ARTICLE 7: TRANSPORT
1. Transmission of property is ordered in a manner determined by the user, but the expense and risk of the other party, unless the parties expressly agreed otherwise in writing.
2. The user is not liable for damages of any kind and form, related to transportation, whether or not the business suffered.
3. The other party is against the aforementioned risks adequately insure.
4. The other party is in for a good accessibility of the destination or is responsible for the unloading and reloading or unloading.
5. Non-accepted orders and deliveries by the user's account and risk of the other party, stored, which is consistent with the provisions of Article 5.
ARTICLE 8: PACKAGING
1. Non disposable packaging, where things are delivered remain the property of the user and by the other party may not be used for other purposes, than they are intended.
2. The user is entitled to this packaging, the other party, deposit to charge. The user is obliged to take back packaging, provided free return, the price at which the party charged, by the user during a certain period after the delivery date.
3. If packaging is damaged, incomplete or was lost, then the party liable for such damage and cease its right to repayment of the deposit.
4. If the assessment of the user-to-be found necessary, will be packing at cost to the other party in charge and not returned.
ARTICLE 9: COMPLAINTS AND RETURNS
1. The other party is required immediately after receiving the items and / or termination of the work to control them to proceed. If the other party visible defects, imperfections and / or defects, should be so noted on the waybill or begeleidingsbon and immediately notified the user to be, or should the other party the user within 24 hours of receipt of the termination or work to inform, this is followed by an immediate written confirmation to the user.
2. Other complaints should be sent by registered letter within 8 days after receiving the goods or completion of the work to be reported to the user.
3. Notwithstanding the provisions of paragraphs 1 and 2 of this Article, in respect of natural persons, not acting in the exercise of a profession or business, including the provisions of paragraph 7 of Article 10 into account.
4. If above mentioned advertising within the periods referred to as the user is expressed, the cases considered in good condition to receive the work to be performed or deemed to be well executed.
5. Cases are ordered by the user in stock in wholesale packaging supplied. Slight deviations relevant specified sizes, weights, numbers, colors, etc., do not count as failure on the part of the user.
6. Complaints suspend the payment of the other party does not.
7. The user should be able to investigate the complaint.
8. If the investigation into the complaint return necessary, this shall only expense and risk of the user if the latter are thus express prior written consent is expressed.
9. In all cases shall return in a manner determined by the user and in the original packaging or packaging. Return at the expense and risk of the other party, unless the user declares the complaint is justified.
10. If, after delivery of nature and / or composition have changed, in whole or in part, processed, packed or damaged, expire in any advertising.
11. In case of justified complaints will be settled claims under the provisions of Article 10.
ARTICLE 10: LIABILITY AND WARRANTY
1. The user implements its mission as a company in its industry may be expected, but accepts no liability for damages, including consequential damages, resulting from his act or omission in the broadest sense, except as this to his gross negligence, gross negligence and / or structure is due, or if legal provisions of mandatory law dictates otherwise. The same restriction applies to staff members or other third parties the user in carrying out its work on.
2. Subject to the other members of this article is the responsibility of the user - on whatever basis - limited to the amount of the net price of the goods supplied or the work. Compliance with this provision is the only and full compensation.
3. Notwithstanding the preceding paragraph of this article, the user never taken for compensation that exceeds the sum insured, if the damage is covered by an insurance taken by the user.
4. If on the delivered goods visible defects, imperfections and / or defects occur already at the time of delivery must have been present, required the user that matters - it chooses - free of charge to repair or replace. The user is responsible for the usual standard quality and soundness of the delivered, the actual lifetime could never be guaranteed.
5. A. In all cases, the deadline set by the user to compensate
damage can be called limited to 6 months counted from the time the liability of the damages are established.
B. If the other party is a natural person not acting in the exercise of a profession or business, a maximum period of 1 (one) year from the time the liability of the damages are established, within the user to compensation for injury may be addressed.
6. So by the user of goods supplied by the manufacturer have a warranty, which will guarantee equally between Parties.
7. If the other party is a natural person who is not acting in the exercise of a profession or business, the user statutory warranty deadlines.
8. The other party loses his rights against the user, is liable for all damage and protects the user against any claim by third parties concerning damages if and to the extent:
A. aforementioned damage caused by incompetent and / or instructions and / or opinions of the user conflicts and / or improper storage (storage) of the goods supplied by the other party;
B. aforementioned damage caused by errors or inaccuracies in information, materials, media, etc. by or on behalf of the other party to the user provides and / or prescribed.
ARTICLE 11: PAYMENT
1. Payable within 30 days after the invoice date, unless the parties expressly agreed otherwise in writing.
2. If an invoice after the expiry of the period referred to in paragraph 1 is not fully paid:
A. will from that time to the other party an extra equivalent of 2% will be charged without further notice to that effect will be required;
B. the other party to the user a default interest payable amounting to 2% per month cumulatively calculated on the principal. Parts of one months in this as full months;
C. the other party, when reminded by the user is urged, with regard to extrajudicial costs due at least 15% of the sum of principal and default interest with an absolute minimum of € 150.00;
D. The user has the right, each to the other party sent payment reminder, reminder, etc., an amount of at least € 20.00 administration costs relating to the other party to charge. The user, in the agreement and / or on the invoice.
3. Selected by the user, or in previous corresponding conditions without further notice or judicial intervention, the agreement wholly or partially dissolved, whether or not combined with a claim for damages.
4. If the other party in time for its payment obligations, the responsible user fulfilling the obligations towards the other party to supply or to perform to suspend work until payment is made or satisfactory security mentioned before. The same is true even before the moment of default, if the user has reasonable suspicion that there are reasons to doubt the creditworthiness of the counterparty.
5. Payments made by the other party to settle all interest and costs of outstanding invoices and then the longest, unless the other party in writing expressly states that the payment payment refers to a later invoice.
6. A. If the other party, on whatever basis, one or more claims against the
user has, or will obtain the other party shall waive the right to set off on such claim (s). Specified distance from the right to offset also applies if the other party or suspension of payments in a state of bankruptcy.
B. The provisions under Section A of this paragraph shall not apply if the other party is a natural person not acting in the exercise of a profession or business.
ARTICLE 12: RETENTION
1. The user retains ownership of and delivered to be delivered for up to the time the other party to accept his payment obligations related to the user has paid. These commitments include the payment of the purchase price, plus progress in work connected with that delivery, and progress in, if any, damages for failure to perform obligations on the part of the other party.
2. If the user relies on the retention, then the relevant agreement as terminated, without prejudice to the right of the user fee for damage, lost profit and interest to be recovered.
3. The user must pay the other party immediately in writing to the fact that third parties claim rights to the matters covered under this article a retention of title.
ARTICLE 13: BUILDING / WARRANTAGE
Until the time the other party to complete its payment obligations associated with it the user has met the other party is not authorized goods delivered to third parties to provide collateral and / or a possessory pledge to settle out, and / or cases for storage the actual power of one or more financiers to bring (warrantage), as this will be regarded as culpable fulfillment on his side. The user can then immediately, without any notice to be taken, suspend its obligations under the contract, or dissolve the agreement, notwithstanding the right of the user to compensation for damages, lost profits and interest.
ARTICLE 14: BANKRUPTCY POWER DISPOSE Kingson etc.
Subject to the rest of this articles, the other party between the user and the agreement dissolved without judicial intervention and without any notice being required, at the time the other party is declared bankrupt, (provisional) suspension of payments, enforceable by attachment is affected, receivership or under administration is made or otherwise the power or capacity in relation to his assets or parts of it, unless the trustee or administrator under the Agreement recognizes obligations as estate debt.
ARTICLE 15: FORCE MAJEURE
1. If fulfillment of what the user under which the other party to the agreement is kept and this is not possible due to non-attributable failure on the part of the user, and / or on the part of the implementation of the agreement involved third parties or suppliers, or in the event of another important reason for doing on the side of the user, the user is entitled to the contract between the parties to terminate, or the fulfillment of his obligations to the other party for him by a provide reasonable time to suspend without any compensation to be held. If the above situation occurs when the contract is partly executed, the party held to its obligations to the user until that time to comply.
2. If circumstances in which there will be no culpable failure will be understood include: war, insurrection, mobilization, foreign and domestic unrest, government action, strikes and lockouts by workmen or threat of these and similar circumstances, the distortion of the time of entering into the contract involving currency relationships; business disturbances by fire, accident or other events and natural phenomena, and an indifferent or other non-or late performance occurs when the user, suppliers or others by him for the performance of the obligation enabled.
3. If the other party in any manner to the user could continue to fail to promptly meet its obligations, suspend payments, applications for (temporary) suspension of payments, bankruptcy, enforcement seizure, cession or liquidation of the enterprise of the other party is all done by him under any contract to the user is due immediately and payable in full.
ARTICLE 16: DISSOLUTION AND CANCELLATION
1. A. The other party shall waive all rights to terminate the agreement under Article
6:265 ff BW or other statutory provisions, unless cancellation is agreed under this article.
B. The provisions under Section A of this paragraph shall not apply if the other party is a natural person not acting in the exercise of a profession or business.
2. Cancellation by the other party is only possible if the user consents. Then the other party to the user, in addition to compensation of at least 30% of the purchase price or agreed price, to take delivery of already ordered goods, then not processed, on payment of the cost. The other party is liable to third parties for the consequences of the cancellation and shall indemnify the relevant user.
3. The other party has already paid are not refundable.
ARTICLE 17: APPLICABLE LAW / COMPETENT COURT
1. In between the user and the other party signed agreement Dutch law. The disputes arising from this agreement will also be settled under Dutch law.
2. Any disputes will be settled by the competent Dutch court, although the user the power accrues a case to the competent court in the place where the user is located, unless the District to attend the debate.
3. If the other party is a natural person not acting in the exercise of a profession or company, shall within 1 (one) month after the user to the other party has stated that the case will be submitted to the court, the party known that he may choose to settle the dispute through the regular court.
4. With respect to disputes arising from the agreement concluded with a party that is established outside the Netherlands, the user is entitled to act in accordance with paragraph 2 of this article or - his choice - the disputes to the competent court in the country or the state where the party is established.